1. About these terms
These Terms and Conditions (“Terms”) form a binding agreement between you (“you”, “Client”) and Inoviq Labs (“Inoviq Labs”, “we”, “us”, “our”). They apply to your access to and use of the website at inoviqlabs.com (the “Site”) and to the design, build, integration, and support services we offer through it (the “Services”).
By using the Site, contacting us through it, or engaging us for a project, you confirm that you have read, understood, and agreed to these Terms. If you do not agree, please do not use the Site or engage us for Services.
2. About Inoviq Labs
Inoviq Labs is a B2B commerce studio operating from India. We design and build customised wholesale ecommerce websites for clients, with buyer-specific catalogues, bulk ordering, approval workflows, and live two-way ERP sync (typically Odoo, Zoho, or Tally). We are a services business; we are not a software-as-a-service product.
3. The Services we provide
Our Services are delivered as fixed-scope client engagements that may include:
- Discovery and requirements mapping with your sales and operations teams.
- Design and build of a customised B2B / wholesale ecommerce platform.
- Integration with your existing ERP, accounting, or commerce system (e.g. Odoo, Zoho, Tally).
- Migration of catalogue, customer, and pricing data from legacy systems.
- Team training, launch support, and ongoing engineering retainers.
- Optional hosting on a managed cloud environment we operate on your behalf.
The exact scope, deliverables, timeline, fees, and payment milestones for any engagement are defined in a separate written Statement of Work (“SOW”) or quotation accepted by both parties. In case of any conflict between an executed SOW and these Terms, the SOW prevails for that engagement.
4. Use of the Site
You agree to use the Site only for lawful purposes and in a manner that does not infringe the rights of, or restrict the use of the Site by, any third party. In particular, you agree not to:
- Attempt to gain unauthorised access to the Site, its servers, or any related systems.
- Use any automated means (bots, scrapers, crawlers other than well-behaved search-engine crawlers) to harvest content or contact details from the Site.
- Submit false, misleading, or unlawful information via any contact form, WhatsApp message, or email link on the Site.
- Use the Site to distribute malware, spam, or any other harmful content.
5. Quotations, engagement, and fees
Any pricing displayed or referenced on the Site is indicative only. Binding fees are confirmed in a written quotation or SOW. Quotations are valid for the period stated in the quotation, and are subject to the assumptions and exclusions noted in it.
Payment terms (including currency, milestones, deposits, retainers, and any applicable taxes such as GST) are specified in each SOW. Unless otherwise agreed in writing, invoices are payable within the period stated on the invoice. We reserve the right to pause Services on overdue accounts after reasonable notice.
6. Client responsibilities
To allow us to deliver the Services on time, you agree to:
- Provide timely access to staff, content, brand assets, product data, and decision-makers required for the project.
- Provide credentials or sandbox access for any ERP, accounting, or commerce system we are integrating with, in accordance with the relevant vendor's terms of service.
- Respond to review requests, approvals, and clarification questions within the timeframes set out in the SOW.
- Ensure that any content, data, trademarks, or other materials you provide to us are accurate and that you have the right to share them with us and use them for the project.
Delays caused by late feedback, missing content, third-party access issues, or scope changes may shift the project timeline and/or affect fees, as further described in the SOW.
7. Intellectual property
7.1 Deliverables
Subject to full payment of the agreed fees for an engagement, you will own the custom source code, designs, and content we create specifically for you under that engagement and that are identified as deliverables in the SOW.
7.2 Our pre-existing materials
We retain all rights to our pre-existing materials, including internal libraries, frameworks, templates, tooling, methodologies, and know-how that we use to deliver the Services. Where these are incorporated into a deliverable, we grant you a non-exclusive, perpetual, worldwide licence to use them as part of that deliverable for your business.
7.3 Third-party components
Deliverables may incorporate open-source components and third-party services (for example, ERP connectors, payment processors, hosting providers, font services). Your use of those components and services is governed by their respective licences and terms.
7.4 Portfolio rights
Unless you ask us in writing not to, we may describe the engagement at a high level — your industry, the problem we solved, and the technologies we used — for portfolio, marketing, and case-study purposes. We will not disclose confidential commercial information without your written consent.
7.5 Site content
All content on the Site — including text, graphics, logos, the “Inoviq Labs” brand mark, and design — is owned by Inoviq Labs or used under licence and is protected by applicable copyright and trademark laws. You may not copy, reproduce, or republish it without our prior written permission.
8. Confidentiality
Each party agrees to keep confidential any non-public information about the other party's business, customers, pricing, technology, or strategy disclosed in the course of an engagement, and to use it only for the purpose of delivering or receiving the Services. This obligation survives the end of the engagement. It does not apply to information that is or becomes public other than through a breach of these Terms, was already known to the receiving party without obligation of confidence, or is required to be disclosed by law.
9. Warranties and disclaimers
We will perform the Services with reasonable skill and care, and in accordance with the SOW.
The Site itself is provided “as is” and “as available” for informational purposes. We make no warranty that the Site will be uninterrupted, error-free, or free of harmful components, and we exclude — to the maximum extent permitted by law — all implied warranties (including warranties of merchantability, fitness for a particular purpose, and non-infringement) in relation to the Site.
We do not warrant the operation, availability, security, or fitness for any particular purpose of any third-party ERP, hosting provider, payment processor, or other third-party service that a deliverable may rely on or integrate with.
10. Limitation of liability
To the maximum extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, anticipated savings, or data, arising out of or in connection with these Terms, the Site, or the Services — whether in contract, tort (including negligence), or otherwise — even if advised of the possibility of such damages.
Each party's aggregate liability arising out of or in connection with an engagement will not exceed the total fees actually paid by the Client to Inoviq Labs under the relevant SOW in the twelve (12) months preceding the event giving rise to the claim.
Nothing in these Terms limits or excludes any liability that cannot lawfully be limited or excluded, including liability for fraud, fraudulent misrepresentation, or wilful misconduct.
11. Indemnity
You agree to indemnify and hold Inoviq Labs harmless from any third-party claim, loss, or expense arising out of (a) content, data, or materials you provide to us that infringe a third party's rights or violate applicable law, or (b) your use of any deliverable in breach of these Terms or the SOW.
12. Term and termination
These Terms apply for as long as you use the Site. The term of any engagement is set out in the SOW. Either party may terminate an engagement for material breach if the other party fails to remedy the breach within thirty (30) days of written notice. On termination, you remain responsible for fees due for work completed up to the date of termination, and clauses that by their nature are intended to survive (including intellectual property, confidentiality, limitation of liability, and governing law) will continue to apply.
13. Third-party links
The Site may contain links to third-party websites or resources (including WhatsApp, LinkedIn, and our integration partners). Those resources are provided for convenience only. We are not responsible for, and do not endorse, the content or practices of any third-party site, and you access them at your own risk and on their terms.
14. Changes to these Terms
We may update these Terms from time to time to reflect changes in our business, our Services, or the law. The “Last updated” date at the top of this page shows when the most recent version became effective. Continued use of the Site after an update means you accept the revised Terms.
15. Governing law and disputes
These Terms, and any non-contractual obligations arising out of or in connection with them, are governed by the laws of India. Subject to any binding arbitration clause in a specific SOW, the courts of Pune, Maharashtra, India have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms or the Site.
16. Contact
For questions about these Terms or our Services, please contact us: